39084 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

proper performance of the functions of the 

agency, including whether the information 

will have practical utility; 

2. Evaluate the accuracy of the agency’s 

estimate of the burden of the proposed 

collection of information, including the 

validity of the methodology and assumptions 

used; 

3. Enhance the quality, utility, and clarity 

of the information to be collected; and 

4. Minimize the burden of the collection of 

information on those who are to respond, 

including through the use of appropriate 

automated, electronic, mechanical, or other 

technological collection techniques or other 

forms of information technology, e.g., 

permitting electronic submissions of 

responses. 

The Establishment Information Form, 

the Wage Data Collection Form, and the 

Wage Data Collection Continuation 

Form are wage survey forms developed 

by OPM for use by the Department of 

Defense to establish prevailing wage 

rates for Federal Wage System 

employees. 

Analysis 

Agency: Employee Services, Office of 

Personnel Management. 

Title: Establishment Information Form 

(DD 1918), Wage Data Collection Form 

(DD 1919), and Wage Data Collection 

Continuation Form (DD 1919C). 

OMB Number: 3260–0036. 

Frequency: Annually. 

Affected Public: Private Sector 

Establishments. 

Number of Respondents: 21,760. 

Estimated Time per Respondent: 1.5 

hours. 

Total Burden Hours: 32,640. 

Office of Personnel Management. 

Alexys Stanley, 

Regulatory Affairs Analyst. 

[FR Doc. 2021–15638 Filed 7–22–21; 8:45 am] 

BILLING CODE 6325–39–P 

POSTAL REGULATORY COMMISSION 

[Docket Nos. MC2021–114 and CP2021–116] 

New Postal Products 

AGENCY: Postal Regulatory Commission. 

ACTION: Notice. 

SUMMARY: The Commission is noticing a 

recent Postal Service filing for the 

Commission’s consideration concerning 

a negotiated service agreement. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: July 27, 

2021. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Docketed Proceeding(s) 

I. Introduction 

The Commission gives notice that the 

Postal Service filed request(s) for the 

Commission to consider matters related 

to negotiated service agreement(s). The 

request(s) may propose the addition or 

removal of a negotiated service 

agreement from the market dominant or 

the competitive product list, or the 

modification of an existing product 

currently appearing on the market 

dominant or the competitive product 

list. 

Section II identifies the docket 

number(s) associated with each Postal 

Service request, the title of each Postal 

Service request, the request’s acceptance 

date, and the authority cited by the 

Postal Service for each request. For each 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern market dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: MC2021–114 and 

CP2021–116; Filing Title: USPS Request 

to Add Priority Mail Contract 713 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: July 19, 2021; Filing 

Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Kenneth R. Moeller; Comments Due: 

July 27, 2021. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2021–15703 Filed 7–22–21; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92439; File No. SR– 

NYSEArca–2021–54] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To List and Trade Shares 

of the Cambiar Large Cap ETF, 

Cambiar Small Cap ETF and Cambiar 

SMID ETF 

July 19, 2021. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on July 9, 

2021, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the following under Rule 

8.900–E (Managed Portfolio Shares): 

Cambiar Large Cap ETF, Cambiar Small 

Cap ETF and Cambiar SMID ETF. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 


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Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39085 

4Rule 8.900–E(c)(1) provides that the term 

‘‘Managed Portfolio Share’’ means a security that (a) 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (‘‘Investment Company’’) organized as an 

open-end management investment company that 

invests in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies; (b) is issued in 

a Creation Unit, or multiples thereof, in return for 

a designated portfolio of instruments (and/or an 

amount of cash) with a value equal to the next 

determined net asset value and delivered to the 

Authorized Participant (as defined in the 

Investment Company’s Form N–1A filed with the 

Commission) through a Confidential Account; (c) 

when aggregated into a Redemption Unit, or 

multiples thereof, may be redeemed for a 

designated portfolio of instruments (and/or an 

amount of cash) with a value equal to the next 

determined net asset value delivered to the 

Confidential Account for the benefit of the 

Authorized Participant; and (d) the portfolio 

holdings for which are disclosed within at least 60 

days following the end of every fiscal quarter. 

5See Securities Exchange Act Release Nos. 89663 

(August 25, 2020), 85 FR 53868 (August 31, 2020) 

(Sr–NYSEArca–2020–48) (Order Approving a 

Proposed Rule Change, as Modified by Amendment 

No. 1, To List and Trade Shares of Gabelli ETFs 

Under Rule 8.900–E, Managed Portfolio Shares); 

90528 (November 30, 2020), 85 FR 78389 

(December 4, 2020) (SR–NYSEArca–2020–80) 

(Order Approving a Proposed Rule Change, as 

Modified by Amendment No. 2, To List and Trade 

Shares of Alger Mid Cap 40 ETF and Alger 25 ETF 

Under Rule 8.900–E); and 90683 (December 16, 

2020), 85 FR 83665 (December 22, 2020) (SR– 

NYSEArca–2020–94) (Order Approving a Proposed 

Rule Change, as Modified by Amendments No. 1 

and No. 2, To List and Trade Shares of the 

AdvisorShares Q Portfolio Blended Allocation ETF 

and AdvisorShares Q Dynamic Growth ETF Under 

NYSE Arca Rule 8.900–E). 

6The Trust is registered under the 1940 Act. On 

May 10, 2021, the Trust filed a registration 

statement on Form N–1A under the Securities Act 

of 1933 (the ‘‘1933 Act’’) and the 1940 Act for the 

Funds (File No. 811–06400) (‘‘Registration 

Statement’’). The Commission issued an order 

granting exemptive relief to the Trust (‘‘Exemptive 

Order’’) under the 1940 Act on May 11, 2021 

(Investment Company Act Release No. 34268). The 

Exemptive Order was granted in response to the 

Trust’s application for exemptive relief (the 

‘‘Exemptive Application’’) (File No. 812–15191). 

The description of the operation of the Trust and 

the Funds herein is based, in part, on the 

Registration Statement. 

7Rule 8.900–E(c)(5) provides that the term 

‘‘Creation Basket’’ means, on any given business 

day, the names and quantities of the specified 

instruments (and/or an amount of cash) that are 

required for an AP Representative to deposit inkind on behalf of an Authorized Participant in 

exchange for a Creation Unit and the names and 

quantities of the specified instruments (and/or an 

amount of cash) that will be transferred in-kind to 

an AP Representative on behalf of an Authorized 

Participant in exchange for a Redemption Unit, 

which will be identical and will be transmitted to 

each AP Representative before the commencement 

of trading. 

8An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (the ‘‘Advisers Act’’). As a 

result, the Adviser and its related personnel will be 

subject to the provisions of Rule 204A–1 under the 

Advisers Act relating to codes of ethics. This Rule 

requires investment advisers to adopt a code of 

ethics that reflects the fiduciary nature of the 

relationship to clients as well as compliance with 

other applicable securities laws. Accordingly, 

procedures designed to prevent the communication 

and misuse of non-public information by an 

investment adviser must be consistent with Rule 

204A–1 under the Advisers Act. In addition, Rule 

206(4)–7 under the Advisers Act makes it unlawful 

for an investment adviser to provide investment 

advice to clients unless such investment adviser has 

(i) adopted and implemented written policies and 

procedures reasonably designed to prevent 

violations, by the investment adviser and its 

supervised persons, of the Advisers Act and the 

Commission rules adopted thereunder; (ii) 

implemented, at a minimum, an annual review 

regarding the adequacy of the policies and 

procedures established pursuant to subparagraph (i) 

above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. The Funds will also 

be required to comply with Exchange rules relating 

to disclosure, including Rule 5.3–E(i). 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NYSE Arca Rule 8.900–E permits the 

listing and trading, or trading pursuant 

to unlisted trading privileges (‘‘UTP’’), 

of Managed Portfolio Shares, which are 

securities issued by an actively managed 

open-end investment management 

company.4 Rule 8.900–E(b)(1) requires 

the Exchange to file separate proposals 

under Section 19(b) of the Act before 

listing and trading any series of 

Managed Portfolio Shares on the 

Exchange. Therefore, the Exchange is 

submitting this proposal in order to list 

and trade Managed Portfolio Shares of 

the Cambiar Large Cap ETF, Cambiar 

Small Cap ETF and Cambiar SMID ETF 

(each a ‘‘Fund’’ and, collectively, the 

‘‘Funds’’) under Rule 8.900–E. 

The Commission has previously 

approved listing and trading on the 

Exchange of Managed Portfolio Shares 

under NYSE Arca Rule 8.900–E.5

Description of the Funds and the Trust 

The shares of each Fund (the 

‘‘Shares’’) will be issued by The 

Advisors’ Inner Circle Fund (the 

‘‘Trust’’), a statutory trust organized 

under the laws of the State of 

Massachusetts and registered with the 

Commission as an open-end 

management investment company.6 The 

investment adviser to each Fund will be 

Cambiar Investors, LLC (the ‘‘Adviser’’). 

SEI Investments Distribution Company 

(the ‘‘Distributor’’) will serve as the 

distributor of each of the Funds’ Shares. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio or reference 

assets, (b) limitations on portfolio 

holdings or reference assets, or (c) the 

applicability of Exchange rules shall 

constitute continued listing 

requirements for listing the Shares on 

the Exchange, as provided under Rule 

8.900–E(b)(1). 

Rule 8.900–E(b)(4) provides that, if 

the investment adviser to the 

Investment Company issuing Managed 

Portfolio Shares is registered as a 

broker-dealer or is affiliated with a 

broker-dealer, such investment adviser 

will erect and maintain a ‘‘fire wall’’ 

between the investment adviser and 

personnel of the broker-dealer or brokerdealer affiliate, as applicable, with 

respect to access to information 

concerning the composition of and/or 

changes to such Investment Company 

portfolio and/or the Creation Basket.7

Any person related to the investment 

adviser or Investment Company who 

makes decisions pertaining to the 

Investment Company’s portfolio 

composition or has access to 

information regarding the Investment 

Company’s portfolio composition or 

changes thereto or the Creation Basket 

must be subject to procedures designed 

to prevent the use and dissemination of 

material non-public information 

regarding the applicable Investment 

Company portfolio or changes thereto or 

the Creation Basket. 

Rule 8.900–E(b)(4) is similar to 

Commentary .03(a)(i) and (iii) to Rule 

5.2–E(j)(3); however, Commentary .03(a) 

in connection with the establishment of 

a ‘‘fire wall’’ between the investment 

adviser and the broker-dealer reflects 

the applicable open-end fund’s 

portfolio, not an underlying benchmark 

index, as is the case with index-based 

funds.8 Rule 8.900–E(b)(4) is also 

similar to Commentary .06 to Rule 

8.600–E related to Managed Fund 

Shares, except that Rule 8.900–E(b)(4) 

relates to establishment and 

maintenance of a ‘‘fire wall’’ between 

the investment adviser and personnel of 


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39086 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

9The Exchange represents that, for initial and 

continued listing, each Fund will be in compliance 

with Rule 10A–3 under the Act. See 17 CFR 

240.10A–3. 

10Pursuant to the Exemptive Order, the only 

permissible investments for a Fund are the 

following that trade on a U.S. exchange 

contemporaneously with the Funds’ Shares: 

Exchange-traded funds (‘‘ETFs’’), exchange-traded 

notes, exchange-listed common stocks, exchangetraded preferred stocks, exchange-traded American 

Depositary Receipts, exchange-traded real estate 

investment trusts, exchange-traded commodity 

pools, exchange-traded metals trusts, exchangetraded currency trusts and exchange-traded futures, 

as well as cash and cash equivalents (short-term 

U.S. Treasury securities, government money market 

funds, and repurchase agreements). All of the 

equity instruments or futures held by a Fund will 

be traded on an exchange that is a member of the 

Intermarket Surveillance Group (‘‘ISG’’) or affiliated 

with a member of ISG or with which the Exchange 

has in place a comprehensive surveillance sharing 

agreement. 

11See id. 

12Rule 8.900–E(c)(6) provides that the term 

‘‘Creation Unit’’ means a specified minimum 

number of Managed Portfolio Shares issued by an 

Investment Company at the request of an 

Authorized Participant in return for a designated 

portfolio of instruments and/or cash. 

13Rule 8.900–E(c)(7) provides that the term 

‘‘Redemption Unit’’ means a specified minimum 

number of Managed Portfolio Shares that may be 

redeemed to an Investment Company at the request 

of an Authorized Participant in return for a 

portfolio of instruments and/or cash. 

14Rule 8.900–E(c)(4) provides that the term 

‘‘Confidential Account’’ means an account owned 

by an Authorized Participant and held with an AP 

Representative on behalf of the Authorized 

Participant. The account will be established and 

governed by contractual agreement between the AP 

Representative and the Authorized Participant 

solely for the purposes of creation and redemption, 

while keeping confidential the Creation Basket 

constituents of each series of Managed Portfolio 

Shares, including from the Authorized Participant. 

The books and records of the Confidential Account 

will be maintained by the AP Representative on 

behalf of the Authorized Participant. 

15Rule 8.900–E(c)(3) provides that the term ‘‘AP 

Representative’’ means an unaffiliated brokerdealer, with which an Authorized Participant has 

signed an agreement to establish a Confidential 

Account for the benefit of such Authorized 

Participant, that will deliver or receive, on behalf 

of the Authorized Participant, all consideration to 

or from the Investment Company in a creation or 

redemption. An AP Representative will not be 

permitted to disclose the Creation Basket to any 

person, including the Authorized Participants. 

the broker-dealer or broker-dealer 

affiliate, as applicable, with respect to 

an Investment Company’s portfolio and 

Creation Basket, and not just to the 

underlying portfolio, as is the case with 

Managed Fund Shares. 

The Adviser is not registered as a 

broker-dealer and is not affiliated with 

any broker-dealer. In the event (a) the 

Adviser or any sub-adviser becomes 

registered as a broker-dealer or becomes 

newly affiliated with a broker-dealer, or 

(b) any new adviser or sub-adviser is a 

registered broker-dealer, or becomes 

affiliated with a broker-dealer, it will 

implement and maintain a fire wall with 

respect to personnel of the broker-dealer 

or broker-dealer affiliate regarding 

access to information concerning the 

composition and/or changes to the 

portfolio and/or Creation Basket. Any 

person related to the Adviser or the 

Trust who makes decisions pertaining to 

a Fund’s portfolio composition or that 

has access to information regarding a 

Fund’s portfolio composition or that has 

access to information regarding a Fund’s 

portfolio or changes thereto or the 

Creation Basket will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding such 

portfolio or changes thereto and the 

Creation Basket. 

Further, Rule 8.900–E(b)(5) requires 

that any person or entity, including an 

AP Representative (as defined below), 

custodian, Reporting Authority, 

distributor, or administrator, who has 

access to non-public information 

regarding the Investment Company’s 

portfolio composition or changes thereto 

or the Creation Basket, must be subject 

to procedures reasonably designed to 

prevent the use and dissemination of 

material non-public information 

regarding the applicable Investment 

Company portfolio or changes thereto or 

the Creation Basket. Moreover, if any 

such person or entity is registered as a 

broker-dealer or affiliated with a brokerdealer, such person or entity will erect 

and maintain a ‘‘fire wall’’ between the 

person or entity and the broker-dealer 

with respect to access to information 

concerning the composition and/or 

changes to such Investment Company 

portfolio or Creation Basket. 

Description of the Funds 9

Each Fund’s holdings will conform to 

the permissible investments as set forth 

in the Exemptive Application and 

Exemptive Order and the holdings will 

be consistent with all requirements in 

the Exemptive Application and 

Exemptive Order.10

Cambiar Large Cap ETF 

The Fund’s investment objective is to 

seek total return and capital 

preservation. Under normal 

circumstances, the Fund will invest at 

least 80% of its net assets in common 

stocks of large-cap companies. The 

Fund generally considers large-cap 

companies to be companies with a 

market capitalization in excess of $10 

billion at time of purchase. 

Cambiar Small Cap ETF 

The Fund’s investment objective is to 

seek long-term capital appreciation. 

Under normal circumstances, the Fund 

will invest at least 80% of its net assets 

in common stocks of small-cap 

companies. The Fund generally 

considers small-cap companies to be 

companies with market capitalizations 

not greater than either that of the largest 

company in the Russell 2000® Value 

Index or $3.5 billion, whichever is 

greater at the time of initial purchase. 

Cambiar SMID ETF 

The Fund’s investment objective is to 

seek long-term capital appreciation. 

Under normal circumstances, the Fund 

will invest at least 80% of its net assets 

in common stocks of small- to mid-sized 

companies. The Fund generally 

considers small- and mid-sized 

companies to be companies with market 

capitalizations not greater than either 

that of the largest company in the 

Russell 2500® Value Index or $12 

billion, whichever is greater at the time 

of initial purchase. 

Investment Restrictions 

Each Fund’s holdings will be 

consistent with all requirements 

described in the Exemptive Application 

and Exemptive Order.11

Each Fund’s investments, including 

derivatives, will be consistent with its 

investment objective and will not be 

used to enhance leverage (although 

certain derivatives and other 

investments may result in leverage). 

That is, for each Fund, the Fund’s 

investments will not be used to seek 

performance that is the multiple or 

inverse multiple (e.g., 2X or ¥3X) of the 

Fund’s benchmark. 

Creations and Redemptions of Shares 

Creations and redemptions of Shares 

will take place as described in Rule 

8.900–E. Specifically, in connection 

with the creation and redemption of 

Creation Units 12 and Redemption 

Units,13 the delivery or receipt of any 

portfolio securities in-kind will be 

required to be effected through a 

separate confidential brokerage account 

(a ‘‘Confidential Account’’).14

Authorized Participants (‘‘AP’’), as 

defined in the applicable Form N–1A 

filed with the Commission, will sign an 

agreement with an AP Representative 15

establishing the Confidential Account 

for the benefit of the AP. AP 

Representatives will be broker-dealers. 

An AP must be a depository trust 

company participant that has executed 

an authorized participant agreement 

(‘‘Participant Agreement’’) with the 

Distributor with respect to the creation 

and redemption of Creation Units and 

Redemption Units and formed a 

Confidential Account with an AP 


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16According to the Registration Statement, the 

Funds must comply with the federal securities laws 

in accepting Deposit Securities and satisfying 

redemptions with Fund Securities, including that 

the Deposit Securities and Fund Securities are sold 

in transactions that would be exempt from 

registration under the 1933 Act. 

17To the extent that a Fund allows creations or 

redemptions to be conducted in cash, such 

transactions will be effected in the same manner for 

all APs transacting in cash. 

Representative for its benefit in 

accordance with the terms of the 

Participant Agreement. For purposes of 

creations or redemptions, all 

transactions will be effected through the 

respective AP’s Confidential Account, 

for the benefit of the AP, without 

disclosing the identity of such securities 

to the AP. 

Each AP Representative will be given, 

before the commencement of trading 

each Business Day (as defined below), 

the Creation Basket (as described below) 

for that day. This information will 

permit an AP that has established a 

Confidential Account with an AP 

Representative to instruct the AP 

Representative to buy and sell positions 

in the portfolio securities to permit 

creation and redemption of Creation 

Units and Redemption Units. Shares of 

each Fund will be issued and redeemed 

in Creation Units and Redemption 

Units. A Creation Unit and Redemption 

Unit consists of 10,000 shares. The size 

of Creation Units and Redemption Units 

is subject to change. The Funds will 

offer and redeem Creation Units and 

Redemption Units on a continuous basis 

at the net asset value (‘‘NAV’’) per Share 

next determined after receipt of an order 

in proper form. The NAV per Share of 

each Fund will be determined as of the 

close of regular trading on the Exchange 

on each day that the Exchange is open 

(a ‘‘Business Day’’). The Funds will sell 

and redeem Creation Units and 

Redemption Units only on Business 

Days. 

In order to keep costs low and permit 

each Fund to be as fully invested as 

possible, Shares will be purchased and 

redeemed from the respective Fund in 

Creation Units and Redemption Units 

and generally on an in-kind basis. 

Accordingly, except where the purchase 

or redemption is exclusively made in 

cash under the circumstances permitted 

in the Exemptive Application, APs will 

be required to purchase Creation Units 

by accepting an in-kind deposit of a 

designated portfolio of securities 

(‘‘Deposit Securities’’), and APs 

redeeming their Shares will receive 

from the Fund an in-kind transfer of a 

designated portfolio of securities (‘‘Fund 

Securities’’) through the AP 

Representative into their Confidential 

Account.16 On any given Business Day, 

the names and quantities of the 

instruments that constitute the Deposit 

Securities and the names and quantities 

of the instruments that constitute the 

Fund Securities will be identical, and 

these instruments may be referred to, in 

the case of either a purchase or a 

redemption, as the ‘‘Creation Basket.’’ 

Placement of Purchase Orders 

Each Fund will issue Shares through 

the Distributor on a continuous basis at 

NAV. The Exchange represents that the 

issuance of Shares will operate in a 

manner substantially similar to that of 

other ETFs. Each Fund will issue Shares 

only at the NAV per Share next 

determined after an order in proper 

form is received. The Distributor will 

furnish acknowledgements to those 

placing such orders that the orders have 

been accepted, but the Distributor may 

reject any order which is not submitted 

in proper form, as described in each 

Fund’s prospectus or Statement of 

Additional Information (‘‘SAI’’). 

The NAV of each Fund is expected to 

be determined once each Business Day 

as of the close of the regular trading 

session on the NYSE (normally 4:00 

p.m. E.T.) (the ‘‘Valuation Time’’). To 

initiate a purchase of Shares, an AP 

must submit to the Distributor an 

irrevocable order to purchase such 

Shares after the most recent prior 

Valuation Time. In purchasing the 

necessary securities, the AP 

Representative will use methods, such 

as breaking the transaction into multiple 

transactions and transacting in multiple 

marketplaces, to avoid revealing the 

composition of the Creation Basket. 

Each Fund will establish a cut-off 

time (‘‘Order Cut-Off Time’’) for 

purchase orders in proper form. 

Generally, all orders to purchase 

Creation Units must be received by the 

Distributor no later than the Order CutOff Time on the date such order is 

placed (‘‘Transmittal Date’’) in order for 

the purchaser to receive the NAV per 

Share determined on the Transmittal 

Date. As with all existing ETFs, if there 

is a difference between the NAV 

attributable to a Creation Unit and the 

aggregate market value of the Creation 

Basket exchanged for the Creation Unit, 

the party conveying instruments with 

the lower value will also pay to the 

other an amount in cash equal to that 

difference (the ‘‘Balancing Amount’’). 

Purchases of Shares will be settled inkind and/or cash for an amount equal to 

the applicable NAV per Share 

purchased plus applicable transaction 

fees.17 Other than the Balancing 

Amount, a Fund will substitute cash 

only under exceptional circumstances 

and as set forth under the Fund’s 

policies and procedures governing the 

composition of Creation Baskets. 

Authorized Participant Redemption 

The Shares may be redeemed to a 

Fund in Redemption Unit size or 

multiples thereof as described below. 

Redemption orders of Redemption Units 

must be placed by or through an AP 

(‘‘AP Redemption Order’’) in proper 

form. Redemption Units of a Fund will 

be redeemable at their NAV per Share 

next determined after receipt of a 

request for redemption by the Trust in 

the manner specified below before the 

Order Cut-Off Time. To initiate an AP 

Redemption Order, an AP must submit 

to the Distributor an irrevocable order to 

redeem such Redemption Unit no later 

than the Order Cut-Off Time on the 

Transmittal Date. A transaction fee may 

be imposed to offset costs associated 

with redemption orders. 

In the case of a redemption, the AP 

would enter into an irrevocable 

redemption order, and then the 

applicable Fund would instruct its 

custodian to deliver the Fund Securities 

to the appropriate Confidential Account. 

The Authorized Participant would 

direct the AP Representative on when 

that day to liquidate those securities. As 

with the purchase of securities, the AP 

Representative will use methods, such 

as breaking the transaction into multiple 

transactions and transacting in multiple 

marketplaces, to avoid revealing the 

composition of the Creation Basket. 

Redemptions will occur primarily inkind, although redemption payments 

may also be made partly or wholly in 

cash. The Participant Agreement signed 

by each AP will require establishment of 

a Confidential Account to receive 

distributions of securities in-kind upon 

redemption. Each AP will be required to 

open a Confidential Account with an AP 

Representative in order to facilitate 

orderly processing of redemptions. 

Net Asset Value 

Each Fund calculates its NAV once 

each business day as of the regularly 

scheduled close of trading on the New 

York Stock Exchange, normally 4:00 

p.m. Eastern Time. The NAV of each 

Fund is computed by (i) taking the 

current market value of its total assets, 

(ii) subtracting any liabilities, and (iii) 

dividing the result by the total number 

of shares outstanding. 

In computing each Fund’s NAV, the 

Fund’s securities holdings are valued 

based on their last readily available 

market price. Securities for which such 

information is readily available are 

generally valued at the last reported 


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18The Bid/Ask Price of a Fund’s Shares is 

determined using the mid-point between the 

current national best bid and offer at the time of 

calculation of such Fund’s NAV. The records 

relating to Bid/Ask Prices will be retained by the 

Funds or their service providers. 

19Rule 8.900–E(c)(2) provides that the term 

‘‘Verified Intraday Indicative Value’’ is the 

indicative value of a Managed Portfolio Share based 

on all of the holdings of a series of Managed 

Portfolio Shares as of the close of business on the 

prior business day and, for corporate actions, based 

on the applicable holdings as of the opening of 

business on the current business day, priced and 

disseminated in one second intervals during the 

Core Trading Session by the Reporting Authority. 

20Rule 8.900–E(c)(8) provides that the term 

‘‘Reporting Authority’’ in respect of a particular 

series of Managed Portfolio Shares means the 

Exchange, an institution, or a reporting service 

designated by the Exchange or by the exchange that 

lists a particular series of Managed Portfolio Shares 

(if the Exchange is trading such series pursuant to 

unlisted trading privileges), as the official source for 

calculating and reporting information relating to 

such series, including, but not limited to, the NAV, 

the VIIV, or other information relating to the 

issuance, redemption, or trading of Managed 

Portfolio Shares. A series of Managed Portfolio 

Shares may have more than one Reporting 

Authority, each having different functions. 

21See Rule 7.12–E. 

22The Exemptive Application provides that the 

Investment Company or their agent will request that 

the Exchange halt trading in the applicable series 

of Managed Portfolio Shares where: (i) The intraday 

indicative values calculated by the calculation 

engines differ by more than 25 basis points for 60 

seconds in connection with pricing of the VIIV; or 

(ii) holdings representing 10% or more of a series 

of Managed Portfolio Shares’ portfolio have become 

subject to a trading halt or otherwise do not have 

readily available market quotations. Any such 

requests will be one of many factors considered in 

order to determine whether to halt trading in a 

series of Managed Portfolio Shares, and the 

Exchange retains sole discretion in determining 

whether trading should be halted. As provided in 

the Exemptive Application, each series of Managed 

Portfolio Shares would employ a pricing 

verification agent to continuously compare two 

intraday indicative values during regular trading 

hours in order to ensure the accuracy of the VIIV. 

sales price, the official closing price as 

reported by an independent pricing 

service on the primary market or 

exchange on which they are traded, or, 

in the absence of reported sales, at the 

most recent bid price. If market prices 

are unavailable or a Fund thinks that 

they are unreliable, or when the value 

of a security has been materially 

affected by events occurring after the 

relevant market closes, the Fund will 

price those securities at fair value as 

determined in good faith using methods 

approved by the Fund’s Board. 

More information about the valuation 

of each Fund’s holdings can be found in 

the SAI. 

Information showing the number of 

days that the market price of each 

Fund’s Shares was greater than the 

Fund’s NAV (i.e., at a premium) or less 

than the Fund’s NAV (i.e., at a discount) 

for various time periods will be 

available on the Funds’ website at 

www.cambiar.com. 

Availability of Information 

The Funds’ website, 

www.cambiar.com, will include a form 

of the prospectus for each Fund that 

may be downloaded. The Funds’ 

website will include additional 

quantitative information updated on a 

daily basis, including, on a per share 

basis for each Fund, the prior Business 

Day’s NAV, market closing price, the 

bid/ask spreads at the time of 

calculation of such NAV (the ‘‘Bid/Ask 

Price’’),18 and a calculation of the 

premium or discount of the market 

closing price or Bid/Ask Price against 

the NAV. The website and information 

will be publicly available at no charge. 

Form N–PORT requires reporting of a 

Fund’s complete portfolio holdings on a 

position-by-position basis on a quarterly 

basis within 60 days after fiscal quarter 

end. Investors can obtain a Fund’s SAI, 

its shareholder reports, its Form N–CSR, 

filed twice a year, and its Form N–CEN, 

filed annually. Each Fund’s SAI and 

shareholder reports are available free 

upon request from the Investment 

Company, and those documents and the 

Form N–PORT, Form N–CSR, and Form 

N–CEN may be viewed onscreen or 

downloaded from the Commission’s 

website at www.sec.gov. 

Information regarding market price 

and trading volume of the Shares will be 

continually available to market 

participants on a real-time basis 

throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. Quotation and 

last sale information for the Shares will 

be available via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. In 

addition, the Verified Intraday 

Indicative Value (‘‘VIIV’’), as defined in 

Rule 8.900–E(c)(2),19 will be widely 

disseminated by the Reporting 

Authority 20 and/or one or more major 

market data vendors in one second 

intervals during the Exchange’s Core 

Trading Session. 

Dissemination of the VIIV 

With respect to trading of the Shares, 

the ability of market participants to buy 

and sell Shares at prices near the VIIV 

is dependent upon their assessment that 

the VIIV is a reliable, indicative realtime value for a Fund’s underlying 

holdings. Market participants are 

expected to accept the VIIV as a reliable, 

indicative real-time value because (1) 

the VIIV will be calculated and 

disseminated based on a Fund’s actual 

portfolio holdings, (2) the securities in 

which a Fund plans to invest are 

generally highly liquid and actively 

traded and trade at the same time as the 

Fund and therefore generally have 

accurate real time pricing available, and 

(3) market participants will have a daily 

opportunity to evaluate whether the 

VIIV at or near the close of trading is 

indeed predictive of the actual NAV. 

The VIIV will be widely disseminated 

by the Reporting Authority and/or by 

one or more major market data vendors 

in one second intervals during the Core 

Trading Session and will be 

disseminated to all market participants 

at the same time. The VIIV is based on 

the current market value of the 

securities in a Fund’s portfolio that day. 

The methodology for calculating the 

VIIV will be available on the Funds’ 

website. The VIIV is intended to provide 

investors and other market participants 

with a highly correlated per Share value 

of the underlying portfolio that can be 

compared to the current market price. 

Therefore, under normal circumstances 

the VIIV would be effectively a near real 

time approximation of each Fund’s 

NAV, which is computed only once a 

day, and is available free of charge from 

one or more market data vendors. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares of 

a Fund.21 Trading in Shares of a Fund 

will be halted if the circuit breaker 

parameters in Rule 7.12–E have been 

reached. Trading also may be halted 

because of market conditions or for 

reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. Trading in the Shares will 

be subject to Rule 8.900–E(d)(2)(C), 

which sets forth circumstances under 

which Shares of a Fund will be halted. 

Specifically, Rule 8.900–E(d)(2)(C)(i) 

provides that the Exchange may 

consider all relevant factors in 

exercising its discretion to halt trading 

in a series of Managed Portfolio Shares. 

Trading may be halted because of 

market conditions or for reasons that, in 

the view of the Exchange, make trading 

in the series of Managed Portfolio 

Shares inadvisable. These may include: 

(a) The extent to which trading is not 

occurring in the securities and/or the 

financial instruments composing the 

portfolio; or (b) whether other unusual 

conditions or circumstances detrimental 

to the maintenance of a fair and orderly 

market are present.22

Rule 8.900–E(d)(2)(C)(ii) provides 

that, if the Exchange becomes aware 


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23See Securities Exchange Act Release No. 89663 

(August 25, 2020), 85 FR 53868 (August 31, 2020) 

(SR–NYSEArca–2020–48) (Order Approving a 

Proposed Rule Change, as Modified by Amendment 

No. 1, To List and Trade Shares of Gabelli ETFs 

Under Rule 8.900–E, Managed Portfolio Shares). 

24 15 U.S.C. 78f(b). 

25 15 U.S.C. 78f(b)(5). 

that: (i) The VIIV of a series of Managed 

Portfolio Shares is not being calculated 

or disseminated in one second intervals, 

as required; (ii) the NAV with respect to 

a series of Managed Portfolio Shares is 

not disseminated to all market 

participants at the same time; (iii) the 

holdings of a series of Managed 

Portfolio Shares are not made available 

on at least a quarterly basis as required 

under the 1940 Act; or (iv) such 

holdings are not made available to all 

market participants at the same time 

(except as otherwise permitted under 

the currently applicable exemptive 

order or no-action relief granted by the 

Commission or Commission staff to the 

Investment Company with respect to the 

series of Managed Portfolio Shares), it 

will halt trading in such series until 

such time as the VIIV, the net asset 

value, or the holdings are available, as 

required. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Shares will trade on 

the Exchange in all trading sessions in 

accordance with Rule 7.34–E(a). As 

provided in Rule 7.6–E, the minimum 

price variation (‘‘MPV’’) for quoting and 

entry of orders in equity securities 

traded on the NYSE Arca Marketplace is 

$0.01, with the exception of securities 

that are priced less than $1.00, for 

which the MPV for order entry is 

$0.0001. A minimum of 100,000 Shares 

of each Fund will be outstanding at the 

commencement of trading on the 

Exchange. 

The Shares will conform to the initial 

and continued listing criteria under 

Rule 8.900–E, as well as all terms in the 

Exemptive Order. The Exchange will 

obtain a representation from the issuer 

of the Shares of each Fund that the NAV 

per Share of each Fund will be 

calculated daily and will be made 

available to all market participants at 

the same time. 

Surveillance 

The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of Shares 

on the Exchange during all trading 

sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

Trading of Shares through the Exchange 

will be subject to the Exchange’s 

surveillance procedures for derivative 

products. As part of these surveillance 

procedures and consistent with Rule 

8.900–E(b)(3) and 8.900–E(d)(2)(B), the 

Adviser will upon request make 

available to the Exchange and/or 

FINRA, on behalf of the Exchange, the 

daily portfolio holdings of a Fund. The 

issuer of the Shares of each Fund will 

be required to represent to the Exchange 

that it will advise the Exchange of any 

failure by a Fund to comply with the 

continued listing requirements, and, 

pursuant to its obligations under 

Section 19(g)(1) of the Act, the Exchange 

will surveil for compliance with the 

continued listing requirements. If a 

Fund is not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under Exchange Rule 5.5– 

E(m). 

FINRA, on behalf of the Exchange, or 

the regulatory staff of the Exchange, or 

both, will communicate as needed 

regarding trading in the Shares and 

certain exchange-traded instruments 

with other markets and other entities 

that are members of the ISG, and 

FINRA, on behalf of the Exchange, or 

the regulatory staff of the Exchange, or 

both, may obtain trading information 

regarding trading such securities from 

such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and certain exchange-traded 

instruments from markets and other 

entities that are members of ISG or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. FINRA 

also generally prohibits its employees 

from disseminating or disclosing any 

non-public information obtained in the 

course of his or her employment.23

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,24 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,25 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

The Exchange believes that this 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Funds 

would meet each of the rules relating to 

listing and trading of Managed Portfolio 

Shares. To the extent that a Fund is not 

in compliance with such rules, the 

Exchange would either prevent the 

Fund from listing and trading on the 

Exchange or commence delisting 

procedures under Rule 8.900–E(d)(2)(B). 

Specifically, the Exchange would 

consider the suspension of trading, and 

commence delisting proceedings under 

Rule 8.900–E(d)(2)(B), of a Fund under 

any of the following circumstances: (a) 

If, following the initial twelve-month 

period after commencement of trading 

on the Exchange, there are fewer than 50 

beneficial holders of the Fund; (b) if the 

Exchange has halted trading in a Fund 

because the VIIV is interrupted pursuant 

to Rule 8.900–E(d)(2)(C)(ii) and such 

interruption persists past the trading 

day in which it occurred or is no longer 

available; (c) if the Exchange has halted 

trading in a Fund because the net asset 

value with respect to such Fund is not 

disseminated to all market participants 

at the same time, the holdings of such 

Fund are not made available on at least 

a quarterly basis as required under the 

1940 Act, or such holdings are not made 

available to all market participants at 

the same time pursuant to Rule 8.900– 

E(d)(2)(C)(ii) and such issue persists 

past the trading day in which it 

occurred; (d) if the Exchange has halted 

trading in Shares of a Fund pursuant to 

Rule 8.900–E(d)(2)(C)(i) and such issue 

persists past the trading day in which it 

occurred; (e) if a Fund has failed to file 

any filings required by the Commission 

or if the Exchange is aware that a Fund 

is not in compliance with the conditions 

of any currently applicable exemptive 

order or no-action relief granted by the 

Commission or Commission staff with 

respect to the Fund; (f) if any of the 

continued listing requirements set forth 

in Rule 8.900–E are not continuously 

maintained; (g) if any of the statements 

of representations regarding (a) the 

description of the portfolio, (b) 

limitations on portfolio holdings, or (c) 

the applicability of Exchange listing 

rules as specified herein to permit the 

listing and trading of a Fund, are not 

continuously maintained; or (h) if such 

other event shall occur or condition 

exists which, in the opinion of the 

Exchange, makes further dealings on the 

Exchange inadvisable. 

As discussed above, the Adviser is not 

registered as a broker-dealer and is not 

affiliated with any broker-dealer In the 

event that (a) the Adviser or sub-adviser 


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26See supra note 22. 

27The Exchange represents that, for initial and 

continued listing, each Fund will be in compliance 

with Rule 10A–3 under the Act. See 17 CFR 

240.10A–3. 

28See supra note 10. 

becomes registered as a broker-dealer or 

becomes newly affiliated with a brokerdealer, or (b) any new adviser or subadviser is a registered broker-dealer or 

becomes affiliated with a broker-dealer, 

the Adviser will implement and 

maintain a fire wall with respect to 

personnel of the broker-dealer or brokerdealer affiliate regarding access to 

information concerning the composition 

and/or changes to the portfolio and/or 

Creation Basket. Any person related to 

the Adviser or the Trust who makes 

decisions pertaining to a Fund’s 

portfolio composition or that has access 

to information regarding a Fund’s 

portfolio or changes thereto or the 

Creation Basket will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding such 

portfolio or changes thereto and the 

Creation Basket. 

In addition, Rule 8.900–E(b)(5) 

requires that any person or entity, 

including an AP Representative, 

custodian, Reporting Authority, 

distributor, or administrator, who has 

access to non-public information 

regarding the Investment Company’s 

portfolio composition or changes thereto 

or the Creation Basket, must be subject 

to procedures designed to prevent the 

use and dissemination of material nonpublic information regarding the 

applicable Investment Company 

portfolio or changes thereto or the 

Creation Basket. Moreover, if any such 

person or entity is registered as a brokerdealer or affiliated with a broker-dealer, 

such person or entity will erect and 

maintain a ‘‘fire wall’’ between the 

person or entity and the broker-dealer 

with respect to access to information 

concerning the composition and/or 

changes to such Investment Company 

portfolio or Creation Basket. Any person 

or entity who has access to information 

regarding a Fund’s portfolio 

composition or changes thereto or the 

Creation Basket will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding the 

portfolio or changes thereto or the 

Creation Basket. 

The Exchange further believes that 

Rule 8.900–E is designed to prevent 

fraudulent and manipulative acts and 

practices related to the listing and 

trading of Shares of the Funds because 

it provides meaningful requirements 

about both the data that will be made 

publicly available about the Shares, as 

well as the information that will only be 

available to certain parties and the 

controls on such information. 

Specifically, the Exchange believes that 

the requirements related to information 

protection set forth in Rule 8.900– 

E(b)(5) will act as a safeguard against 

misuse and improper dissemination of 

information related to a Fund’s portfolio 

composition, the Creation Basket, or 

changes thereto. The requirement that 

any person or entity implement 

procedures to prevent the use and 

dissemination of material non-public 

information regarding the portfolio or 

Creation Basket will act to prevent any 

individual or entity from sharing such 

information externally and the internal 

‘‘fire wall’’ requirements applicable 

where an entity is a registered brokerdealer or affiliated with a broker-dealer 

will act to make sure that no entity will 

be able to misuse the data for their own 

purposes. Accordingly, the Exchange 

believes that this proposal is designed to 

prevent fraudulent and manipulative 

acts and practices. 

The Exchange further believes that the 

proposal is designed to prevent 

fraudulent and manipulative acts and 

practices related to the listing and 

trading of Shares of the Funds and to 

promote just and equitable principles of 

trade and to protect investors and the 

public interest because the Exchange 

would halt trading under certain 

circumstances under which trading in 

the Shares of a Fund may be 

inadvisable. Specifically, trading in the 

Shares will be subject to Rule 8.900– 

E(d)(2)(C)(i), which provides that the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt trading in a Fund. Trading may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the series of 

Managed Portfolio Shares inadvisable. 

These may include: (a) The extent to 

which trading is not occurring in the 

securities and/or the financial 

instruments composing the portfolio; or 

(b) whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present.26 Additionally, 

trading in the Shares will be subject to 

Rule 8.900–E(d)(2)(C)(ii), which 

provides that the Exchange would halt 

trading where the Exchange becomes 

aware that: (a) The VIIV of a series of 

Managed Portfolio Shares is not being 

calculated or disseminated in one 

second intervals, as required; (b) the net 

asset value with respect to a series of 

Managed Portfolio Shares is not 

disseminated to all market participants 

at the same time; (c) the holdings of a 

series of Managed Portfolio Shares are 

not made available on at least a 

quarterly basis as required under the 

1940 Act; or (d) such holdings are not 

made available to all market 

participants at the same time (except as 

otherwise permitted under the currently 

applicable exemptive order or no-action 

relief granted by the Commission or 

Commission staff to the Investment 

Company with respect to the series of 

Managed Portfolio Shares). The 

Exchange would halt trading in such 

Shares until such time as the VIIV, the 

NAV, or the holdings are available, as 

required. 

With respect to the proposed listing 

and trading of Shares of the Funds, the 

Exchange believes that the proposed 

rule change is designed to prevent 

fraudulent and manipulative acts and 

practices in that the Shares will be 

listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in Rule 8.900–E.27 Each 

Fund’s holdings will conform to the 

permissible investments as set forth in 

the Exemptive Application and 

Exemptive Order.28 As noted above, 

FINRA, on behalf of the Exchange, or 

the regulatory staff of the Exchange, or 

both, will communicate as needed 

regarding trading in the Shares and the 

underlying exchange-traded instruments 

with other markets and other entities 

that are members of the ISG, and 

FINRA, on behalf of the Exchange, or 

the regulatory staff of the Exchange, or 

both, may obtain trading information 

regarding trading such instruments from 

such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and the underlying exchangetraded instruments from markets and 

other entities that are members of ISG or 

with which the Exchange has in place 

a comprehensive surveillance sharing 

agreement. 

With respect to trading of Shares of 

the Funds, the ability of market 

participants to buy and sell Shares at 

prices near the VIIV is dependent upon 

their assessment that the VIIV is a 

reliable, indicative real-time value for a 

Fund’s underlying holdings. Market 

participants are expected to accept the 

VIIV as a reliable, indicative real-time 

value because (1) the VIIV will be 

calculated and disseminated based on a 

Fund’s actual portfolio holdings, (2) the 

securities in which the Funds plan to 

invest are generally highly liquid and 

actively traded and trade at the same 

time as the Funds and therefore 

generally have accurate real time pricing 

available, and (3) market participants 


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29 15 U.S.C. 78s(b)(3)(A). 

30 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

31 17 CFR 240.19b–4(f)(6)(iii). 

32See supra note 5. 

33For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

will have a daily opportunity to 

evaluate whether the VIIV at or near the 

close of trading is indeed predictive of 

the actual NAV. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that the Exchange will 

obtain a representation that the NAV per 

Share of the Funds will be calculated 

daily and that the NAV will be made 

available to all market participants at 

the same time. Investors can also obtain 

a Fund’s SAI, its shareholder reports, its 

Form N–CSR (filed twice a year), and its 

Form N–CEN (filed annually). A Fund’s 

SAI and shareholder reports will be 

available free upon request from the 

applicable Fund, and those documents 

and the Form N–PORT, Form N–CSR, 

and Form N–CEN may be viewed onscreen or downloaded from the 

Commission’s website at www.sec.gov. 

In addition, a large amount of 

information will be publicly available 

regarding the Funds and the Shares, 

thereby promoting market transparency. 

Quotation and last sale information for 

the Shares will be available via the CTA 

high-speed line. Information regarding 

the VIIV will be widely disseminated in 

one second intervals throughout the 

Core Trading Session by the Reporting 

Authority and/or one or more major 

market data vendors. The website for 

the Funds will include a prospectus for 

the Funds that may be downloaded, and 

additional data relating to NAV and 

other applicable quantitative 

information, updated on a daily basis. 

Moreover, prior to the commencement 

of trading, the Exchange will inform its 

members in an Information Bulletin of 

the special characteristics and risks 

associated with trading the Shares. 

In addition, as noted above, investors 

will have ready access to the VIIV, and 

quotation and last sale information for 

the Shares. The Shares will conform to 

the initial and continued listing criteria 

under Rule 8.900–E. Each Fund’s 

investments, including derivatives, will 

be consistent with its investment 

objective and will not be used to 

enhance leverage (although certain 

derivatives and other investments may 

result in leverage). That is, a Fund’s 

investments will not be used to seek 

performance that is the multiple or 

inverse multiple (e.g., 2X or ¥3X) of the 

Fund’s benchmark. 

The Exchange also believes that the 

proposed rule change is designed to 

perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of actively-managed exchange-traded 

products that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding the VIIV and 

quotation and last sale information for 

the Shares. 

For the above reasons, the Exchange 

believes that the proposed rule change 

is consistent with the requirements of 

Section 6(b)(5) of the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change would permit the listing and 

trading of additional actively-managed 

exchange-traded products, thereby 

promoting competition among 

exchange-traded products to the benefit 

of investors and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 29 and Rule 19b– 

4(f)(6) thereunder.30

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 31 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange states that the 

Commission has approved proposed 

rule changes to permit listing and 

trading on the Exchange of Managed 

Portfolio Shares similar to the Funds.32

The proposed listing rule for the Funds 

raises no novel legal or regulatory 

issues. For this reason, the Commission 

believes that waiver of the 30-day 

operative delay is consistent with the 

protection of investors and the public 

interest. Accordingly, the Commission 

hereby waives the 30-day operative 

delay and designates the proposed rule 

change operative upon filing.33

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–54 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2021–54. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 


khammond on DSKJM1Z7X2PROD with NOTICES
39092 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

34 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Capitalized terms not defined herein are defined 

in the Rules, available at http://www.dtcc.com/∼/ 

media/Files/Downloads/legal/rules/nscc_rules.pdf. 

4Public Law 115–97 (2017), section 864(c)(8). 

5 Id. 

6Withholding of Tax and Information Reporting 

With Respect to Interests in Partnerships Engaged 

in a U.S. Trade or Business, 85 FR 76910 (Nov. 30, 

2020). 

7 26 CFR 1.1446–4(a). 

8 I.R.C. Section 1446(f). 

9 Id. 

10 Id. 

11See note 6. 

12See note 6, at 76922. 

13 Id. 

14The Final Regulations provided that if a direct 

clearing member of a U.S. clearing organization is 

not of a type of entity permitted to perform Section 

1446(f) Withholding, the IRS and Treasury 

Department will issue proposed guidance that 

would revise the Final Regulations to require 

Section 1446(f) Withholding by U.S. clearing 

organization on such direct clearing member. Id. 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2021–54 and 

should be submitted on or before 

August 13, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.34

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15655 Filed 7–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92437; File No. SR–NSCC– 

2021–009] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing of a 

Proposed Rule Change To Modify the 

Rules & Procedures of National 

Securities Clearing Corporation in 

Connection With the Implementation of 

Section 1446(f) of the Internal Revenue 

Code of 1986 

July 19, 2021. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on July 14, 

2021, National Securities Clearing 

Corporation (‘‘NSCC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the clearing agency. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change consists of 

modifications to the Rules & Procedures 

(‘‘Rules’’) 3 of NSCC in connection with 

the implementation of section 1446(f) of 

the Internal Revenue Code of 1986, as 

amended, that was enacted as part of the 

Tax Cuts and Jobs Act of 2017,4 and the 

Treasury Regulations or other official 

interpretations thereunder, as in effect 

from time to time (collectively ‘‘Section 

1446(f)’’), as described in greater detail 

below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The purpose of this proposed rule 

change is to amend the Rules in 

connection with the implementation of 

Section 1446(f). The proposed rule 

change also includes technical changes. 

(i) Background 

Section 1446(f) and Section 1446(f) 

Withholding 

Section 1446(f) was enacted on 

December 22, 2017, as part of the Tax 

Cuts and Jobs Act of 2017,5 and the U.S. 

Treasury Department (‘‘Treasury 

Department’’) finalized and issued 

various implementing regulations on 

October 7, 2020,6 including the tax 

withholding required pursuant to 

Treasury Regulation Section 1.1446(f)– 

4(a) 7 upon the transfer of an interest in 

a publicly traded partnership (‘‘Section 

1446(f) Withholding’’). It is NSCC’s 

understanding that Section 1446(f) 

Withholding is designed to ensure any 

non-U.S. person (either individual or 

entity) appropriately files a U.S. federal 

income tax return following the sale or 

disposition of its interest in certain 

partnerships. 

Section 1446(f) generally imposes a 

ten percent (10%) withholding tax on 

the payment of gross proceeds arising 

from the sale or other disposition by a 

non-U.S. person of an interest in certain 

partnerships that are engaged in a U.S. 

trade or business.8 In such a case, a tax 

withholding obligation is imposed on 

the buyer of the partnership interest, 

who is required to remit the withheld 

tax amount to the U.S. Internal Revenue 

Service (‘‘IRS’’), unless or to the extent 

an applicable exception applies.9 The 

buyer obligated to withhold the 10% tax 

is liable for any amount that it 

underwithheld, plus associated interest 

and penalties.10

On October 7, 2020, the IRS and 

Treasury Department issued final 

regulations under Section 1446(f) (the 

‘‘Final Regulations’’),11 which require 

Section 1446(f) Withholding on 

partnerships that are publicly traded on 

exchanges (‘‘PTPs’’) in respect of 

transfers that occur on or after January 

1, 2022. The Final Regulations provided 

U.S. clearing organizations, such as 

NSCC, an exemption from the obligation 

to perform the Section 1446(f) 

Withholding at this time.12 This 

exemption is premised in part on the 

IRS and Treasury Department’s 

understanding that all of NSCC’s nonU.S. Members are of the types of entities 

that are permitted to perform the 

Section 1446(f) Withholding 

themselves.13 14 NSCC currently clears 

and settles all transactions on a netted 

basis. If NSCC were required to perform 

Section 1446(f) Withholding, NSCC 

would have to clear and settle transfers 


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